Common use of Assistance with Financing Clause in Contracts

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the The Company shallwill, and shall will cause each of its Subsidiaries to, at the expense of Parentand each shall use commercially reasonable efforts to cause its Representatives to, provide such assistance and cooperation co-operation to Parent as Parent, Merger Sub and their Affiliates Parent may reasonably request in connection with the arrangement arrangements by Parent to obtain debt financing in connection with the Transactions and related matters (provided that such request is made on reasonable notice and reasonably in advance of the Financing Effective Time, and provided such co-operation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including as so requested: (a) participating in a reasonable number of meetings, drafting sessions, presentations, road shows, due diligence sessions and sessions with the lenders and rating agencies, (b) cooperating with Parent in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such debt financing, (c) using commercially reasonable efforts to seek to take advantage of the Company’s existing lending relationships, including encouraging the Company’s existing lenders to participate in any syndicate organized by the lenders, (d) reasonably cooperating with the marketing efforts of Parent and the satisfactionlenders for any debt being raised by Parent to complete the Transactions, on a timely basis, of all conditions applicable including participating in presentations by or to Parent the lenders and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto includingby facilitating direct contact between the Company’s senior management and the lenders, (ie) furnishing to Parent and its Representativeshaving officers execute, without personal liability, any reasonably necessary officer’s certificates or management representation letters to the extent reasonably available, pertinent information Company’s accountants to issue reports with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations financial statements to be included in any prospectusoffering documents to the extent customary for similar offerings and solvency certificates or other certificates customarily requested by lenders in transactions of this type, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements f) subject to the terms of the Company for inclusion in any such documentCompany’s and its Subsidiaries’ existing indebtedness, the “Required Information”)giving timely redemption or prepayment notices, and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersas applicable, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financingrefinancing of the Company’s or its Subsidiaries’ existing indebtedness outstanding on or after the Effective Time as may be reasonably required by Parent, (g) providing advance estimates of payout amounts in respect of indebtedness being repaid on the Effective Date and arranging for releases and discharge of Liens securing indebtedness being repaid on the Effective Date, (h) subject to applicable Laws and the obtaining of any necessary consents in connection therewith (which the Company shall use reasonable commercial efforts to obtain), executing and delivering any pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other certificates and documents as may be reasonably requested by Parent or otherwise facilitating the pledging of collateral as may be reasonably requested by Parent; provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time, (iiij) providing reasonable cooperation with prospective investorsobtaining customary accountants’ comfort letters, arrangers accountants’ consents, and lenders and their respective advisors in performing their due diligence legal opinions as reasonably requested by Parent and (ivm) providing taking all actions reasonably necessary to permit the lenders to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements. Notwithstanding the foregoing, none of the Company or any of its Subsidiaries will be required to (a) pay any commitment, consent or other fee or incur any other liability in connection with any such financing prior to the Effective Time, (b) take any action or do anything that would violate applicable Law, breach any Contract of the Company or any Subsidiary that relates to borrowed money or impair or prevent the satisfaction of any condition set forth in Article VI, (c) commit to take any action that is not contingent on the consummation of the Transactions at the Effective Time or (d) disclose any information reasonably available that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to it relating confidentiality. Parent will promptly upon request by the Company and from time to any indebtedness time (other than in circumstances where this Agreement is terminated by Parent pursuant to clauses (i) or (ii) of Section 7.1(c) hereof reimburse the Company for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its Subsidiaries whose terms require or permit it to be declared due and payabletheir respective advisers, or provide that it becomes automatically due agents and payable, prior to its stated maturity as a result of, or representatives in connection with, with any of the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingforegoing.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in the Parent Circular, the Rights Offer Prospectus and any other prospectus, offering memorandum, rating agency presentations, bank book, information 50 memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading.

Assistance with Financing. (a) In The Company acknowledges that Alliqua or Parent will use commercially reasonable efforts to obtain financing after the date of this Agreement, including pursuant to (i) an equity and/or debt financing or any combination thereof and (ii) the assumption, refinancing, or restructuring of the SWK Credit Agreement and/or the Perceptive Credit Agreement in order to assist finance the Transactions and provide Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of additional working capital following the FinancingClosing (collectively, the Company shall“Financing”). In furtherance of such efforts, Alliqua and shall cause each of its Subsidiaries toParent will need to provide third parties, at including investors or lenders from whom Alliqua or Parent intends to obtain such Financing (the expense of Parent“Financing Parties”), provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may the information which is reasonably request customary in connection with the arrangement of equity or debt financing (the Financing and the satisfaction“Company Information”), on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent without limitation, as promptly as practicable all historical financial and its Representatives, to the extent reasonably available, other pertinent historical information with respect to regarding the Company and its Subsidiaries (or, to Affiliates as may be reasonably requested in writing by Alliqua in connection with the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material Financing (including historical such information which Alliqua has determined is necessary for the preparation of one or more information packages regarding the business, operations, financial statements prepared in accordance with GAAP projections and projected financial statements prospects of the Company and its Affiliates customary for inclusion such financing). Notwithstanding anything to the contrary contained in any such documentthe Confidentiality Agreement, upon the reasonable request of Alliqua or Parent, the “Required Information”), and assisting in Company shall provide the preparation of such documents Company Information to (including the preparation of any pro forma financial information required to be included in any such documenti) and cooperating with and attending a reasonable number of meetings with prospective investors Alliqua or lenders, Parent or (ii) requesting a Financing Party upon such Financing Party’s customary undertaking of confidentiality. The Company shall provide reasonable cooperation, and shall cause its independent accountants to provide reasonable assistance to Parent cooperate, as reasonably requested by Alliqua or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice Parent, in connection with the Financing)arrangement of, (iii) providing reasonable cooperation and the negotiation of agreements with prospective investorsrespect to, arrangers any such financing. Additionally, Alliqua and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available Parent agree to it relating to any indebtedness of permit the Company or its Subsidiaries whose terms require or permit it to be declared due review and payable, or provide that it becomes automatically due comment on any documentation related to the Financing and payable, prior will reasonably cooperate with the Company to its stated maturity as a result of, or in connection with, request from the Offer or Financing Parties any reasonable material changes to such documentation requested by the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingCompany.

Assistance with Financing. Subject to the limitations outlined and the obligations of Parent set forth below, and subordinate to (a1) In order the commitments set forth in Section 7.10 and (2) until the Disclosure Schedule Delivery Date, the efforts required to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement complete the preparation of the FinancingCompany Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries and its and their representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of any Financing as may be reasonably requested by Parent. Such cooperation by the Financing and Company shall include, at the satisfaction, on a timely basis, request of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in if reasonably necessary to obtain any definitive documents relating thereto includingsuch Financing, (i) furnishing agreeing to Parent enter into such agreements, and its Representativesto use reasonable efforts to deliver such officer's certificates and opinions, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer's certificates or opinions, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the extent Company's assets pursuant to such agreements as may be reasonably available, pertinent information with respect to the Company and its Subsidiaries requested (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements provided that no obligation of the Company for inclusion in under any such documentagreement, pledge or grant shall be effective until the “Required Information”Effective Time, and any fees, expenses, or other costs associated with the preparation, execution, filing, and/or recording of such materials will be borne by Parent), (ii) participating via telephone or in person in Joplin, Missouri, in a limited number of meetings, drafting sessions, due diligence sessions, management presentation sessions and assisting sessions with rating agencies, (iii) using commercially reasonable efforts to prepare or participate in the preparation of such documents (including the preparation of any pro forma business projections and financial information required to be included statements for inclusion in any such document) offering memoranda, private placement memoranda, prospectuses and cooperating with and attending a reasonable number of meetings with prospective investors or lenderssimilar documents, (iiiv) requesting instructing its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “consent letters and "comfort letters” " in each case on customary terms connection with such Financing), subject to Parent's payment of any associated fees, expenses, or other costs, and consistent (v) providing to the lenders in connection with their customary practice any such Financing financial and other information in the Company's possession with respect to the Merger, making the Company's senior officers available to assist such lenders and otherwise reasonably cooperating in connection with the consummation of such Financing). All of the foregoing agreements of the Company are subject to Parent's covenant and obligation to (x) limit to the greatest degree reasonably practicable the disruptions to and extra demands placed upon the employees responsible for conducting the operations of the business of the Company and its Subsidiaries and (y) avoid unreasonable interference with the necessary and proper performance by employees of the Company and its Subsidiaries of their usual and customary responsibilities occasioned by the additional activities enumerated in this Section 6.6, (iii) including but not limited to providing reasonable cooperation as much advance notice as is reasonably practicable of scheduling arrangements, availability requirements, and required deliverables; scheduling meetings and requests cooperatively with prospective investorsCompany employees for mutual convenience; structuring meeting agendas and discussions with third parties to most efficiently utilize the time and obtain the required information of Company employees, arrangers including limiting participation to the portions of telephone conferences and lenders in-person meetings at which the presence of Company personnel is required; and their respective advisors in performing their coordinating due diligence and (iv) providing all required other information reasonably available requests of Parent with those of third parties to it relating to minimize duplicative and overlapping inquiries and requests. Without limiting the effect of the foregoing provisions of this Section 6.6, in no event shall any indebtedness officer, director or other employee or representative of the Company or its Subsidiaries whose terms require or permit it be required to be declared due and payable, or available for more than five (5) hours on average each week to provide that it becomes automatically due and payable, prior assistance with respect to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingFinancing.

Assistance with Financing. (a) In order to assist Parent in any way necessarySellers, proper or advisable in connection with Parent’s arrangement of Concrete and Geosolutions acknowledge that the Financing, the Company shall, Purchaser and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cause one or more information or offering memoranda to be prepared and used in connection with the arrangement Purchaser’s financing of the Financing transactions contemplated hereby and the satisfactionongoing working capital needs of the Business following Closing. Concrete and Geosolutions shall use their reasonable commercial efforts to provide and to cause the Subsidiaries of Concrete to provide to the Purchaser, on its Affiliates and their Representatives access to, and to permit the use of, information reasonably necessary with respect thereto, and to cooperate with the Purchaser, its Affiliates and their Representatives in any reasonable manner in connection with such financing, including providing access to all personnel necessary to consummate such financing, all at such times, in such manner, and upon such notice as to avoid undue disruption to the Business. Concrete and Geosolutions shall deliver to the Purchaser, its Affiliates and their financing providers in a timely basismanner and make the management personnel of Concrete, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably Geosolutions available to itexecute and deliver or cause to be executed and delivered such agreements, GrowHowdocuments, HATLPinstruments, OCOP or PLNL) certificates as to financial and solvency matters and other certificates and consents as are customarily delivered in connection with comparable financings and as may be reasonably requested by the Purchaser, its Affiliates and their respective operations financing providers in connection with such financing. Concrete and Geosolutions shall make the management personnel of Concrete, its Subsidiaries and Geosolutions available to be included participate in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or road shows and similar document or marketing material (including historical financial statements prepared in accordance with GAAP presentations to potential lenders and projected financial statements of the Company for inclusion in any such document, the “Required Information”), investors and assisting in the preparation of offering memoranda, private placement memoranda and similar documents, provided that such documents (including activities do not unduly interfere with the preparation performance by such management personnel of any pro forma financial information required to be included in any such document) their duties. All out-of-pocket costs and cooperating with expenses incurred by or on behalf of Concrete, its Subsidiaries and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice Geosolutions in connection with this Section 7.16 shall be on account of and shall be payable by the FinancingPurchaser. Concrete and Geosolutions shall cooperate with the Purchaser, its Affiliates and their Representatives in any reasonable manner to assist the Purchaser in procuring ALTA/ACSM Land Title Surveys-Improved Property (As-Built) of Concrete Real Property or Geosolutions Real Property and written commitments for owner’s policies of title insurance on Concrete Real Property or Geosolutions Real Property (owned and leased), on an American Land Title Association 1992 form (iii) providing reasonable cooperation with prospective investorsor, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payableif unavailable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingequivalent state-specific form).

Assistance with Financing. (a) In furtherance and not in limitation of the terms of Section 8.6, in order to assist with Parent obtaining the requisite debt and/or equity financing in any way necessaryorder to consummate the transactions contemplated by this Agreement (the “Financing”), proper or advisable in connection with Parent’s arrangement of prior to the FinancingClosing, the the, Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, to (a) provide such assistance and reasonable cooperation as Parent, Merger Sub and their Affiliates the Parent may reasonably request in connection with the arrangement Financing, (b) make available to the Parent and its representatives the officers of the Financing Company and its Subsidiaries to execute any reasonably necessary officers’ certificates or management representation letters to the Company’s or its Subsidiaries’ accountants to issue unqualified reports with respect to the Company Financial Statements, the audited consolidated balance sheet of the Company and its Subsidiaries as of the Reference Date or December 31, 2006, together with the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the period then ended and the satisfactionnotes thereto, on a timely basisand any additional unaudited financial statements necessary for inclusion in the Offering Materials (as defined below) (the “Required Financial Information”), (c) upon reasonable prior notice, use commercially reasonable efforts to make senior management and other representatives of all conditions applicable the Company and its Subsidiaries available to Parent and Merger Sub (or its or their Affiliates) participate in any definitive documents relating thereto including, (i) furnishing to Parent meetings with investors and its Representativesrating agencies and (ii) the preparation of any information packages, to offering memoranda, prospectuses and other offering materials (the extent “Offering Materials”) or other materials reasonably availablerequired in connection with such meetings, pertinent information with respect to and (d) request that the former and present independent accountants of the Company and its Subsidiaries (or, to i) cooperate with and assist Parent and the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting other parties involved in the preparation of such documents (Financing in preparing the Offering Materials, including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersRequired Financial Information, (ii) requesting its independent accountants to provide reasonable assistance make work papers reasonably available to Parent or Merger Sub consistent with and the other parties involved in the Financing and their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing)respective representatives, (iii) providing reasonable cooperation if so requested by Parent’s lenders with prospective investorsrespect to the Financing, arrangers and lenders and their respective advisors deliver “comfort-letters” in performing their due diligence customary form in connection with any offering or financing and (iv) providing deliver consents to the inclusion of financial statements required in connection with any offering or Financing; provided, however, that (A) all required information reasonably available Offering Materials used prior to it relating to any indebtedness the Closing Date shall include disclaimers that none of the Company or its Subsidiaries whose terms require Subsidiaries, or permit it their respective officers, directors or control persons (as such term is defined in the Securities Act of 1933 as amended) are responsible for any of the contents thereof and (B) Parent shall (1) provide copies to the Company of Offering Materials used prior to the Closing Date and (2) to the extent reasonably practicable, shall allow the Company an opportunity to comment thereon; and further provided that the obligations set forth in this Section 8.7 do not unreasonably interfere with the ongoing business of the Company, cause any representation or warranty in this Agreement to be declared due and payablebreached, cause any closing condition set forth in Article XIII to fail to be satisfied or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, otherwise cause the breach of this Agreement or involve any binding commitment by the Company or the Stockholders or any of their Affiliates. Any activities undertaken by the Stockholders in connection with this Section 8.7 or in connection with, respect of obtaining the Offer Financing for Parent will be at the sole expense of Parent and will not require any acts that result in an undue burden on or unreasonable disruption to the Merger. The Company will use its reasonable best efforts to update Company’s business under the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingcircumstances.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading.the

Assistance with Financing. (a) In order Subject to assist Parent in any way necessarythe limitations set forth below, proper or advisable in connection with Parent’s arrangement and unless otherwise agreed by the Purchaser, until the earlier of the FinancingClosing and the termination of this Agreement pursuant to Article IX, the Company shall, and shall cause each of its Subsidiaries towill, at the expense of ParentPurchaser’s sole cost and expense, use commercially reasonable efforts, and instruct its management to use commercially reasonable efforts, to provide such assistance reasonable and customary cooperation to the Purchaser as Parent, Merger Sub and their Affiliates is reasonably requested by the Purchaser or its Debt Financing Sources or as may reasonably request be required by any debt commitment letter in connection with the Purchaser's arrangement of any debt financing in connection with this Agreement; provided that nothing herein shall require such cooperation to the Financing and extent it would unreasonably interfere with the satisfaction, on a timely basis, business or operations of all conditions applicable the Company. Such cooperation will include commercially reasonable efforts to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent make appropriate senior officers reasonably available, with appropriate advance notice, for assistance in the preparation for and participation in a reasonable number of bank meetings (including customary one-on-one meetings with parties acting as lead arrangers or agents for, and prospective lenders and purchaser of, such debt financing, and the members of management with appropriate seniority and expertise, and other representatives of the Company), presentations, due diligence sessions and sessions with prospective Debt Financing Sources and investors, (ii) reasonably cooperate with the marketing efforts of the Purchaser and its RepresentativesDebt Financing Sources for all or any portion of such debt financing, including providing reasonable assistance to Purchaser in preparation of customary confidential information memoranda, bank syndication materials and similar customary documents reasonably required in connection with such debt financing and customary authorization letters (provided such authorization letters shall not require the Company to make any representations or statements with respect to any pro forma financial statements or financial projections contained in such materials), to be executed by a representative of the Company, with respect thereto; (iii) to the extent reasonably availablenot otherwise already available to Purchaser in the Data Room, furnish Purchaser and its Debt Financing Sources as promptly as practicable with copies of such financial and operating data and other pertinent information with respect to the Company and its Subsidiaries and their respective businesses and assets as is reasonably requested by Purchaser or any prospective lender and is customarily required for completion of such debt financings, including, in any event, such financial information as is required pursuant to any debt commitment letter; (oriv) reasonably cooperate with the Purchaser’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with such debt financing; (v) provide and, if applicable, execute (provided that no obligation under any such agreement, document or certificate shall be effective until the Closing) at least five (5) business days prior to the Closing Date (to the extent requested at least eight business days prior to the Closing Date), all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, “beneficial ownership” and reasonably available anti-money laundering rules and regulations, including the Patriot Act; and (vi) assist the Purchaser in satisfying all conditions precedent applicable to it, GrowHow, HATLP, OCOP or PLNL) the Purchaser and their respective operations to be included in the Purchaser’s control set forth in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance debt commitment letter with GAAP and projected financial statements of respect to such debt financing to the Company for inclusion in any such document, extent the “Required Information”), and assisting in the preparation satisfaction of such documents (including conditions requires the preparation cooperation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to is within the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness control of the Company or its Subsidiaries whose terms require Subsidiaries, including using commercially reasonable efforts to cause officers of the Company to execute agreements, documents or permit it certificates reasonably requested by the Purchaser that facilitate the creation, perfection or enforcement of mortgages, liens, pledges, charges, encumbrances or other security interests securing such debt financing (including control agreements and perfection certificates) as are requested by the Purchaser or its Debt Financing Sources (provided that no action to evidence or perfect any security interest intended to secure such debt financing shall be declared due taken, and payableno obligation under any such agreement, document or provide that it becomes automatically due and payablecertificate shall be effective, prior to its stated maturity as a result of, or in connection with, until the Offer or the MergerClosing). The Company will hereby consents to the use of its reasonable best efforts to update the Required Information from time to time as may be necessary logos in connection with such debt financing; provided that such Required Information does logos are used solely in a manner that is not contain intended to or reasonably likely to harm or disparage the Company or any untrue statement of material fact its Subsidiaries or omit to state the reputation or goodwill of the Company or any material fact necessary in order to make the statements therein not misleadingof its Subsidiaries.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company Each Seller and Seller Representative shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries their respective Representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of the Financing and the satisfactionas may be reasonably requested by Buyer, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its Affiliates or their Affiliates) in any definitive documents relating thereto including, respective Representatives including by (i) furnishing to Parent participating in meetings, presentations, road shows, due diligence sessions and its Representatives, to sessions with rating agencies; (ii) assisting with the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank bookinformation memoranda, information memorandum, lender presentation or prospectuses and similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), ; (iii) providing reasonable cooperation with prospective investorsfurnishing Buyer, arrangers and lenders and its Affiliates or their respective advisors Representatives and financing sources with historical financial information and similar information regarding Sellers, the Business, the Assets or the Assumed Liabilities as may be reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources, including all historical financial statements and financial data of the type reasonably identified by Buyer as being required by Regulation S-X, Regulation S-K and Regulation D under the Securities Act, to use in performing their due diligence and connection with the Financing or any other financing transaction executed in connection with the Contemplated Transactions; (iv) cooperate with Buyer, its Affiliates or their respective Representatives and financing sources in providing all required information reasonably available to it relating to any indebtedness of the Company or its business and financial projections regarding Sellers and their Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources; (v) using commercially reasonable efforts to obtain customary accountants’ comfort letters, legal opinions, surveys, affidavits, subordination and non-disturbance agreements, memoranda of leases, consents, waivers, title policies and commitments and pay-off letters as may be reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources; (vi) executing and delivering, as of the Closing Date, such definitive financing documents as may be reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources; (vii) reasonably facilitating the pledge of collateral and the perfection of the security interests therein; and (viii) taking all other actions reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources in connection with the Financing and the repayment of the Indebtedness Payoff Amount and release of any Encumbrances securing such Indebtedness; provided, however, that notwithstanding the foregoing, (a) no Seller shall be required to pay any commitment or other similar fee or incur any other liability or expense in connection with the Financing prior to the Closing Date, (b) no Seller or any of their Subsidiaries shall be required to issue any private placement memoranda or prospectus (and no such Required Information does private placement memoranda or prospectus shall reflect Sellers or any of their Subsidiaries as the issuer) and (c) no Seller or their Representatives shall be required to take any of the foregoing actions where such actions would violate the attorney-client privilege or work product or similar doctrines of any one or more of the Sellers. Buyer and Parent shall jointly and severally indemnify and hold harmless each Seller from and against any and all Liabilities suffered or incurred by any one or more of them in connection with arrangement of the Financing that would not contain otherwise be or have been incurred by any untrue statement of material fact one or omit to state any material fact necessary in order to make the statements therein not misleadingmore Sellers.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the FinancingClosing, the Company shall, and shall cause each of its Subsidiaries the Acquired Companies and their authorized representatives to, at use reasonable best efforts to provide to Purchaser all cooperation reasonably requested by Purchaser that is customary and necessary to assist in the expense arrangement and consummation of Parentthe Debt Financing as contemplated by the Debt Commitment Letter, provide including using reasonable best efforts to take the following actions: (i) furnishing Purchaser and its Debt Financing Sources with all required historical financial statements with respect to the Acquired Companies as specified on Exhibit C to the Debt Commitment Letter (including the Financial Statements) and providing financial information reasonably necessary for Purchaser to prepare pro forma financial statements (provided that the Company shall not be required to prepare or assist in the preparation of pro forma financial statements), and other information reasonably requested by Purchaser or the Debt Financing Sources in connection with any Debt Financing to the extent such assistance other information is of the type and cooperation as Parent, Merger Sub form customary and their Affiliates may reasonably request necessary in connection with the arrangement Debt Financing contemplated in the Debt Commitment Letter, (ii) assisting with the preparation of materials for lender presentations, confidential information memoranda (public and non-public) and similar documents reasonably requested in connection with the Debt Financing, and upon notice, participating in a reasonable and customary number of lender presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with any Debt Financing, at reasonable times and locations (which may be virtual via telephone or by videoconference) mutually agreed and otherwise cooperating with the marketing efforts of Purchaser and its Debt Financing Sources for any portion of any Debt Financing, (iii) obtaining, consistent with customary practice, customary accountant’s comfort letters or consents reasonably requested by Purchaser or its Debt Financing Sources in connection with the Debt Financing, (iv) assisting in the preparation of definitive financing documentation and the satisfactionschedules and exhibits thereto as may reasonably be requested and facilitating the provision of guarantees and pledging of collateral, on a timely basisincluding by executing and delivering definitive financing documents, of all conditions applicable to Parent including pledge and Merger Sub security documents, customary certificates, and other documents (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representativesincluding original stock certificates), to the extent reasonably available50 requested by Purchaser or its Debt Financing Sources in connection with the Debt Financing, pertinent in each case, to be effective only upon the Closing (and not prior thereto), (v) assisting with procuring customary payoff letters, lien releases, terminations, deregistration or filings to be delivered at Closing, (vi) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information about the Company and any other Acquired Company to prospective lenders or investors (so long as such prospective lenders or investors are subject to confidentiality to the same extent as Purchaser and the Debt Financing Sources or other customary confidentiality undertakings satisfactory to the Securityholder Representative, Purchaser and the Debt Financing Sources), (vii) providing information regarding the Company and any other Acquired Company reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 at least three (3) Business Days prior to the Closing, to the extent reasonably requested in writing by Purchaser no later than ten (10) Business Days prior to the Closing. Notwithstanding the foregoing, none of the Acquired Companies or any Securityholder shall (A) be required to (x) enter into, execute, deliver or have any obligation under any resolutions, consent, certificate, document, instrument or agreement with respect to the Company and its Subsidiaries Debt Financing (orother than the authorization letter referenced in clause (vi) above)), that would be effective prior to the extent Closing and not contingent upon the Closing occurring or (y) pay any fee or other amount, or provide any indemnities or incur any liability in connection with any Debt Financing (other than agreements entered into and liabilities incurred by the Acquired Companies that become effective upon the Closing), (B) be required and reasonably available to it, GrowHow, HATLP, OCOP disclose information under this Section 6.02(a) which would contravene any Law or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation its Organizational Documents or similar document or marketing material is legally privileged (including historical financial statements prepared subject to attorney-client privilege) (provided, however, that the Acquired Companies and the Securityholder Representative shall use Commercially Reasonable Efforts to allow for such access or disclosure to the maximum extent that does not result in accordance with GAAP and projected financial statements a loss of such legal privilege), (C) be required to take any action that would unreasonably interfere or disrupt the conduct of the Company for inclusion in Acquired Companies’ business or (D) be required to cause any such documentdirector, the “Required Information”)officer, and assisting in the preparation of such documents (including the preparation employee, or Securityholder of any pro forma financial information required Acquired Company to be included in incur any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice personal liability in connection with the Debt Financing. Purchaser shall (y) promptly upon request by the Acquired Companies or the Securityholders reimburse the Acquired Companies and the Securityholders for all documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by them in connection with the cooperation provided under this Section 6.02(a), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (ivz) providing indemnify and hold harmless the Acquired Companies and the Securityholders from and against any and all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or losses actually incurred by them in connection withwith the Debt Financing, except to the Offer extent such losses resulted from the bad faith, gross negligence or willful misconduct by the Acquired Companies or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingSecurityholders.

Assistance with Financing. (a) In order From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article XI, subject to assist Parent the limitations set forth in any way necessarythis Section 6.16, proper or advisable and unless otherwise agreed by Buyer, the Company will use commercially reasonable efforts to cooperate with Buyer as reasonably requested by Buyer in connection with ParentBuyer’s arrangement of the Financing, ; provided that nothing herein shall require such cooperation to the extent it would interfere in any material respect with the business or operations of the Company shall, and shall cause each or any of its Subsidiaries to, at the expense of Parent, provide such assistance and Subsidiaries. Such cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, will include (i) subject to the remaining provisions of this Section 6.16, making appropriate executive officers available for participation in a reasonable number of meetings, lender meetings, due diligence sessions and road shows at mutually agreeable times and upon reasonable notice, (ii) assistance in the preparation of offering memoranda, lender presentations, private placement memoranda, prospectuses and similar documents and the execution and delivery of any definitive financing documents as may be reasonably requested by Buyer or any prospective lender to Buyer; provided that any private placement memoranda, lender meetings, prospectuses and similar documents shall contain disclosures and financial statements reflecting the Company’s financial position after giving effect to the transactions contemplated by this Agreement, (iii) furnishing to Parent Buyer and its Representatives, to the extent reasonably available, pertinent information financing sources with copies of such financial and operating data with respect to the Company and its Subsidiaries (or, which is prepared by the Company in the ordinary course of business and is customarily required for completion of debt financings similar to the extent required and reasonably available Financing; provided that, notwithstanding anything in this Agreement to itthe contrary, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company shall not be required to deliver or cause the delivery of any legal opinions or accountants’ cold comfort letters or reliance letters (but excluding customary authorization letters) or any certificate as to solvency or any other certificate necessary for inclusion the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (x) any financial information in a form not customarily prepared by the Company with respect to such document, period or (y) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty five (45) days prior to the “Required Information”), and assisting date of such request (or ninety (90) days in the preparation case of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financingfiscal year end), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it obtaining customary pay-off letters, lien terminations, title transfers, and instruments of discharge or transfer relating to any indebtedness assets to be delivered at the Closing Date; (v) ensuring that there are no competing issuances of debt securities or syndicated credit facilities of the Company or its Subsidiaries whose terms require being offered, placed or permit it to be declared due arranged between the execution of this Agreement and payablethe Closing Date (other than the Financing); (vi) assisting reasonably in the preparation of one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, other certificates or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time documents as may be reasonably requested by Buyer or Merger Sub and otherwise reasonably facilitating the pledging of collateral; (vii) subject to the immediately following sentence, executing and delivering any necessary and customary pledge and security documents, guarantees, mortgages, collateral filings, other definitive financing documents (including one or more credit agreements, note purchase agreements, indentures and/or other instruments) in connection with such Financing or other certificates or documents as may reasonably be requested by Buyer or Merger Sub and reasonably facilitating the taking of all corporate actions by the Company and its Subsidiaries with respect to entering such definitive financing documents and otherwise necessary to permit consummation of the Financing; and (viii) at least five (5) Business Days prior to Closing, providing all documentation and other information about the Company and its Subsidiaries that is reasonably requested by the Financing Sources and the Financing Sources that they reasonably determine is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to the extent requested by Buyer or Merger Sub in writing at least ten (10) Business Days prior to Closing. Buyer agrees that the execution by the Company or any of its Subsidiaries of any documents (other than customary authorization letters) in connection with the financing for the transactions contemplated by this Agreement shall be subject to the consummation of the transactions contemplated hereby at the Closing and such Required Information does documents will not contain take effect until the Closing. Notwithstanding anything in this Section 6.16 or elsewhere in this Agreement to the contrary, in no event shall the Company or any untrue statement of material fact its Subsidiaries be required to bear any cost or omit expense, pay any fee or incur any liability or make any commitment or agreement effective in connection with the Financing prior to state any material fact necessary in order to make the statements therein not misleadingClosing.

Assistance with Financing. (a) In order The Seller Parties agree to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance (and cooperation as Parent, Merger Sub to cause the Acquired Entities and its and their Affiliates respective personnel and advisors to provide such assistance) with the Debt Financing as is reasonably requested by the Buyer. Such assistance shall include, but not be limited to, the following: (i) participation in, and assistance with, the marketing efforts related to the Debt Financing; (ii) participation by senior management of the Seller Parties and the Acquired Entities in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) timely delivery to the Buyer and its financing sources of any financial information as may be reasonably request requested by the Buyer or its financing sources (the “Financing Information”); (iv) participation by senior management of the Seller Parties and Acquired Entities in the negotiation of the final documentation with respect to the Debt Financing; (v) taking such actions as are reasonably requested by the Buyer or its financing sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing; (vi) taking all actions as may be required or reasonably requested by the Buyer or its financing sources in connection with the arrangement continuation of the Financing Assumed Indebtedness and the satisfaction, on a timely basis, payoff of all conditions applicable to Parent other Indebtedness of the Acquired Entities, including the releases contemplated by Sections 1.3(b)(iv) and Merger Sub (or its or their Affiliates1.3(b)(v) in any definitive documents relating thereto includinghereof, (ivii) furnishing causing the Seller Parties’ and the Acquired Entities’ independent auditors to Parent cooperate with the Debt Financing, (viii) using its commercially reasonable efforts to ensure that the Debt Financing benefits from the existing lending relationships of the Seller Parties and the Acquired Entities, and (ix) filing such reports under the securities Laws as may be customary or required for transactions of the type contemplated by this Agreement and the Debt Financing Documents or reasonably requested by the Buyer. The Seller Parties will provide to the Buyer and its Representatives, to the extent reasonably available, pertinent financing sources such information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such so that such Required the Financing Information is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements contained therein not misleading. The Seller Parties hereby consent to the use of all of their and the Acquired Entities’ logos in connection with the Debt Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Seller Parties or the Acquired Entities or the reputation or goodwill of any of them.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the FinancingClosing, the Company shall, and shall cause each of its Subsidiaries tothe Company’s Representatives to provide, at cooperation to Contributor and the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request CHB Companies in connection with its existing debt financing arrangements and/or the arrangement arrangement, syndication and consummation of any new third party debt financing (such financing arrangements, the “Debt Financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Financing and the satisfactionCompany), on including, without limitation: (a) providing in a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, manner (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, and the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information Group Companies required to be included delivered in any such document) connection therewith and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare the extent reasonably requested by Contributor, other financial and use their audit reports other pertinent information relating to the Company and the Group Companies, (b) providing information required by the Persons that have committed to provide, or have otherwise entered into agreements relating to the Debt Financing (the “Financing Sources”) and/or by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001, (c) facilitating the pledging of collateral, including by executing and delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as may be reasonably requested by Contributor, provided that any necessary “comfort letters” in each case on customary terms such pledge, grant of security interest, or similar Encumbrance by Company shall be specifically conditioned upon the occurrence of the Closing, (d) using commercially reasonable efforts to obtain such consents, approvals, authorizations and consistent with their customary practice instruments which may be reasonably requested Contributor in connection with the Debt Financing), (iiie) providing reasonable cooperation with prospective investors, arrangers obtaining customary payoff letters in form and lenders substance reasonably acceptable to Contributor and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it its Financing Sources relating to the repayment of any indebtedness Funded Indebtedness of the Company or its Subsidiaries whose terms require or and the release (conditioned on the Closing) of Encumbrances and collateral securing any such Funded Indebtedness, and (f) causing the taking of corporate and other organizational actions (subject to the occurrence of the Closing) by the Company necessary to permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or completion of the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time Debt Financing as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingrequested by Contributor.

Assistance with Financing. (a) In furtherance and not in limitation of the terms of Section 8.5, in order to assist Parent with obtaining the financing specified in the Financing Letter or any way necessarySubstitute Financing, proper or advisable in connection with Parent’s arrangement of prior to the FinancingClosing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, to (a) provide such assistance and reasonable cooperation as Parent, Merger Sub and their Affiliates the Buyer may reasonably request in connection with the arrangement financing transactions contemplated by the Financing Letter, (b) make available to the Buyer and its representatives the officers of the Financing Company and its Subsidiaries to execute any reasonably necessary officers’ certificates or management representation letters to the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (Company’s or its or their AffiliatesSubsidiary’s accountants to issue unqualified reports with respect to the 2005 Financial Statements, the Unaudited Financial Statements and, in accordance with Section 8.12(b), the audited financial statements for the period from January 1, 2005 to the Plan Effectiveness Date (the “Required Financial Information”), (c) upon reasonable prior notice, use commercially reasonable efforts to make senior management and other representatives of the Company and its Subsidiaries available to participate in any definitive documents relating thereto including, (i) furnishing to Parent meetings with investors and its Representativesrating agencies and (ii) the preparation of any information packages, to offering memoranda, prospectuses and other offering materials (the extent “Offering Materials”) or other materials reasonably availablerequired in connection with such meetings, pertinent information with respect to and (d) request that the present and former independent accountants of the Company and its Subsidiaries (or, i) cooperate with and assist the Buyer and the other parties to the extent required and reasonably available to itFinancing Letter in preparing the Offering Materials, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersRequired Financial Information, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating participate in drafting sessions related to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with preparation of the Financing)Offering Materials, (iii) providing reasonable cooperation with prospective investors, arrangers make work papers reasonably available to Buyer and lenders the other parties to the Financing Letter and their respective advisors in performing their due diligence and representatives, (iv) providing deliver “comfort-letters” in customary form in connection with any offering or financing and (v) deliver consents to the inclusion of financial statements required in connection with any offering or financing; provided, however, that (A) all required information reasonably available Offering Materials used prior to it relating to any indebtedness the Closing Date shall include disclaimers that none of the Company or its Subsidiaries whose terms require Subsidiaries, or permit it their respective officers, directors or control persons (as such term is defined in the Securities Act of 1933 as amended) are responsible for any of the contents thereof and (B) the Buyer shall (1) provide copies to the Company of Offering Materials used prior to the Closing Date and (2) to the extent reasonably practicable, shall allow the Company an opportunity to comment thereon; and further provided that the obligations set forth in this Section 8.6 do not unreasonably interfere with the ongoing business of the Company, cause any representation or warranty in this Agreement to be declared due and payablebreached, cause any closing condition set forth in Section 13 to fail to be satisfied or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, otherwise cause the breach of this Agreement or involve any binding commitment by the Company or the Sellers or any of their Affiliates. Any activities undertaken by the Sellers in connection with this Section 8.6 or in connection with, respect of obtaining financing for the Offer Buyer will be at the sole expense of the Buyer and will not require any acts that result in an undue burden on or unreasonable disruption to the Merger. The Company will use its reasonable best efforts to update Company’s Business under the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingcircumstances.

Assistance with Financing. Prior to the Closing, the Sellers shall cause the Companies to provide to Buyer, and shall use their commercially reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Companies to, provide to Buyer all cooperation reasonably requested by Buyer that is necessary in connection with Buyer and its Affiliates obtaining the debt financing necessary to finance a portion of the proceeds to be used for the transactions contemplated by this Agreement (the “Debt Financing”), including using commercially reasonable best efforts to (a) In order participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (b) provide assistance in preparation of confidential information memoranda (including execution and delivery of a customary representation letter) and other materials to assist Parent in any way necessary, proper or advisable be used in connection with Parent’s arrangement obtaining the Debt Financing and all information (including financial information) customarily contained therein, (c) provide assistance in the preparation for, and participate in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (d) enter into a loan agreement and related documents (including pledge and security documents), (e) execute and deliver customary certificates, legal opinions or other documents reasonably requested by Buyer (including a certificate of the Financingchief financial officer of the Companies with respect to solvency matters) and otherwise reasonably facilitate the pledging of collateral contemplated by the Debt Financing (including taking all actions reasonably necessary to (i) permit the prospective lenders involved in the Debt Financing to evaluate the Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the Company shall, purpose of establishing collateral arrangements and shall cause each of its Subsidiaries to, at to conduct the expense of Parent, provide such assistance appraisals and cooperation field examinations relating thereto as Parent, Merger Sub contemplated by the Debt Financing and their Affiliates may reasonably request (ii) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the arrangement foregoing) and (f) provide the financial and other information necessary for the satisfaction of the obligations and conditions set forth in the agreements relating to the Debt Financing and within the satisfactiontime periods required thereby in order to permit a Closing Date on or prior to the Termination Date; provided, on a timely basishowever, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, that nothing herein shall require such cooperation to the extent reasonably available, pertinent information it would interfere unreasonably with the business or operations of the Companies. If this Agreement is terminated pursuant to Section 7.1(a) or 7.1(b)(ii) (but with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNLSection 7.1(b)(ii) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company only for inclusion in any such document, the “Required Information”a deliberate breach by Buyer), Buyer shall, promptly upon request by the Sellers reimburse the Companies for all reasonable and assisting in documented out-of-pocket costs incurred by the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice Companies in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingcooperation.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessarythe Closing, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shallSeller shall use commercially reasonable efforts to provide, and shall cause each Acquired Company, and shall use commercially reasonable efforts to cause each Representative of its Subsidiaries toSeller and each Acquired Company, at the expense of Parentto use commercially reasonable efforts to provide, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and financing contemplated by the satisfactionDebt Commitment Letter (including any Alternative Financing) as may be reasonably requested by Buyer, including using commercially reasonable efforts with respect to (a) participation on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) basis in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersand due diligence, lender, investor, rating agency and other presentations, (iib) requesting furnishing Buyer and its independent accountants financing sources with (x) the historical financial statements regarding the Business necessary to provide satisfy the conditions set forth in paragraph 5 of Annex II of the Debt Commitment Letter (or the analogous provision in any Alternative Financing), and (y) such other pertinent financial and other information as Buyer or its financing sources shall reasonably request in order to consummate the Debt Financing or as is customary for the arrangement of loans contemplated by the Debt Financing, (c) reasonably assisting the Buyer and its financing sources in (1) the preparation of offering documents, private placement memoranda, bank information memoranda and similar documents in connection with any portion of such financing, (2) the preparation of materials for due diligence, lender, investor, rating agency and other presentations, and (3) the compliance with the reasonable assistance requirements of rating agencies, (d) reasonably cooperating with the marketing efforts of Buyer and its financing sources for any portion of such financing, (e) reasonably facilitating the pledging of collateral (subject to Parent the occurrence of the Closing), including cooperating with the efforts of Buyer to obtain appraisals, financial analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance, (f) reasonably cooperating with the efforts of Buyer and its financing sources to ensure that any syndication efforts benefit from the existing lending and investment banking relationships of the Acquired Companies, (g) taking such actions reasonably requested by Buyer or Merger Sub consistent any such financing source to satisfy any requirements necessary to consummate such financing and otherwise reasonably assisting and cooperating with their the satisfaction of the conditions to such financing, (h) entering into one or more credit or other financing-related agreements and executing any certificates or other documents on terms satisfactory to Buyer on behalf of Buyer or an Acquired Company in connection with such financing (so long as such documents would not have any effect in the absence of a Closing), (i) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer to permit the consummation of such financing and the direct borrowing or incurrence of all of the proceeds of such financing at the Closing, (j) obtaining releases (together with customary practice release letters and certifications), of existing Liens, guarantees and obligations with respect to Indebtedness; provided that any releases of Liens, guarantees and Indebtedness contained in all such agreements and documents shall be subject to the occurrence of the Closing, (k) providing customary authorization letters with respect to the bank information memoranda, and (l) furnishing all documentation and other information required by a Governmental Entity under applicable “know your customer” and anti-money laundering rules and regulations, including to provide consent to Parent or Merger Sub to prepare and use their audit reports the USA Patriot Act of 2001, but, in each case, solely as relating to the Company Acquired Companies and that has been reasonably requested not less than five (5) days prior to the Closing; provided, that (x) Seller shall not be required to pay any necessary “comfort letters” in each case on customary terms and consistent with their customary practice commitment or similar fee in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence such financing and (ivy) providing all no Acquired Company shall be required information to pay any commitment or similar fee in connection with such financing prior to the Closing. The Seller hereby consents to use of each Acquired Company’s logos in connection with such financing; provided, that such logos are used solely in a manner that is not intended or reasonably available likely to it relating to any indebtedness of the Company harm or disparage such Acquired Company, or its Subsidiaries whose terms require reputation, goodwill or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingmarks.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement From the date of this Agreement until the earlier of the FinancingClosing and the date on which this Agreement is terminated in accordance with Section 7.1 (Termination Events), the Company shallSellers will, and shall will cause each of its their Subsidiaries to, at the expense and will use their commercially reasonable efforts to cause each of Parent, provide such assistance and cooperation as Parent, Merger Sub their and their Affiliates may reasonably request Subsidiaries' agents and representatives to, use their respective commercially reasonable efforts to provide Buyers with all reasonable cooperation requested by Buyers that is customary in connection with the arrangement of the Financing and the satisfactiondebt financing reasonably proposed by Buyers, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, including (i) furnishing to Parent making senior management of the Transferred Companies reasonably available for a reasonable number of customary meetings or conference calls with lenders or rating agencies at times and its Representativeslocations as are mutually agreed, (ii) furnishing, to the extent reasonably available, pertinent (A) all financial statements and financial and other material information that are reasonably required and requested in connection with the financing and (B) all documentation and other information with respect to the Company Transferred Companies reasonably required and its Subsidiaries (or, requested in connection with the financing under applicable “know your customer” and anti-money laundering rules and regulations to the extent required and reasonably available to itrequested at least ten (10) Business Days in advance of the Closing, GrowHow, HATLP, OCOP or PLNL(iv) assisting Buyers and their respective operations to be included financing sources in any prospectusthe preparation of all customary information memoranda, offering memorandumlender presentations, rating agency presentations, bank book, information memorandum, lender presentation or and similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information reasonably required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing)financing, (iiiv) providing reasonable reasonably cooperating with the marketing efforts of Buyers and their financing sources for the financing, and (vi) reasonably cooperating with and assisting Buyers in connection with the execution and delivery of, as of the Effective Time of Closing, any pledge and security documents, other definitive financing documents, or other customary certificates or documents required to be delivered in connection with the financing on such date as may be reasonably requested by Buyers and otherwise reasonably facilitating the pledging of collateral required in connection with the financing; provided, that (x) such requested cooperation does not unreasonably interfere with prospective investorsthe ongoing operations of Sellers or their Subsidiaries, arrangers (y) all costs incurred by or on behalf of Sellers and lenders their Subsidiaries in connection with such cooperation will be at Buyers' sole cost and expense, and (z) none of Sellers, their Subsidiaries, or Sellers' or their Subsidiaries' respective agents or representatives will be required to pay any commitment or other similar fee, or incur any Liability, in connection with Buyers' financing. Buyers will (i) promptly, upon request by Sellers, reimburse Sellers, their Subsidiaries, and their respective advisors agents and representatives for all out-of-pocket costs (including reasonable attorneys' fees) incurred by Sellers, their Subsidiaries, and their respective agents and representatives in performing their due diligence connection with any cooperation contemplated by this Section 5.21(b) and (ivii) providing indemnify and hold harmless each of Sellers, their Subsidiaries, and Sellers' and their Subsidiaries' respective agents and representatives from and against any and all required information reasonably available to it relating to any indebtedness of the Company Liabilities suffered or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or incurred by them in connection with, with the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement arrangement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingBuyers' financing.

Assistance with Financing. (a) In order to assist Parent in any way necessaryAt Purchaser’s sole expense, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shallSeller shall provide, and shall use its commercially reasonable efforts to cause each its Affiliates and its and its Affiliates’ Representatives to provide, Purchaser such cooperation as may be reasonably requested by Purchaser with respect to the Debt Financing; provided, that such requested cooperation does not materially and adversely interfere with operations of Seller and the Assets and that any information requested by Purchaser is reasonably available to Seller or any of its Subsidiaries to, at Affiliates or its or their Representatives. Such cooperation shall include using commercially reasonable efforts (i) to assist Purchaser in reviewing the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request disclosure schedules prepared by Purchaser related to the Purchased Assets in connection with the arrangement Debt Financing and (ii) to facilitate Purchaser’s preparation of the Financing documentation necessary to pledge and mortgage the satisfactionAssets that will be collateral under the Debt Financing; provided that Seller’s obligations under the foregoing clauses (i) and (ii) shall be limited to providing information and data in its current format in Seller’s records and not require that Seller generate new reports regarding the Assets. Notwithstanding anything to the contrary in this Section 4.3, on a timely basisno action shall be required of Seller or its Affiliates pursuant to this Section 4.3, if any such action would: (A) unreasonably disrupt or interfere with the business or ongoing operations of all conditions applicable Seller, its Affiliates or the Assets; (B) cause any representation or warranty or covenant contained in this Agreement to Parent and Merger Sub be breached, or require Seller to waive or amend any terms of this Agreement; (C) involve the entry by Seller or its Affiliates into any agreement with respect to any financing arrangement that is operative prior to the Closing; (D) conflict with or violate any law or subject Seller or its Affiliates to any liability; (E) require Seller or its Affiliates or any of its or their AffiliatesRepresentatives to provide (or to have provided on its behalf) in any definitive documents relating thereto including, certificates or legal opinions; (iF) furnishing require Seller or its Affiliates to Parent and its Representatives, pay any commitment or other fee prior to the extent reasonably available, pertinent information with respect to the Company and Closing Date for which it has not received prior reimbursement; (G) require Seller or its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP Affiliates or PLNL) and their respective operations representatives to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any prepare pro forma financial information required to be included in or projections; or (H) cause any such document) and cooperating with and attending a reasonable number director, officer, or employee of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company Seller or its Subsidiaries whose terms require Affiliates to execute any agreement or permit it to be declared due and payablecertificate in his or her individual, or provide that it becomes automatically due and payablerather than official, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingcapacity.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company GB Ltd. shall, and shall cause the other Asset Sellers and the Acquired Companies to, provide commercially reasonable cooperation in connection with the Debt Financing, as may be reasonably requested by Buyer, including (i) providing to Buyer and the Debt Financing Sources from time to time information regarding the AS&O Business reasonably requested by them (including, without regard to whether the provision of such information requires more than commercially reasonable cooperation, the financial information described in condition 8(b) of Exhibit C of the Debt Commitment Letter), (ii) participating in a reasonable number of meetings with prospective lenders and sessions with rating agencies in connection with the Debt Financing, including reasonable direct contact between senior management and representatives (including accounting personnel) of the AS&O Business, on the one hand, and the Debt Financing Sources, potential lenders and investors for the Debt Financing, on the other hand, (iii) reasonably assisting with the preparation of materials for rating agency presentations, bank information memoranda and other syndication documents (including public and private information memoranda and lender presentations), business projections and similar documents required in connection with the Debt Financing; (iv) providing, without regard to whether the provision of such information requires more than commercially reasonable cooperation, all documentation and other information reasonably and customarily required by Debt Financing Sources for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001 that has been reasonably requested by Buyer or any of the Debt Financing Sources at least nine (9) Business Days prior to the Closing Date, (v) executing customary authorization letters in connection with the Debt Financing, and (vi) reasonably assisting with the preparation and delivery of, and executing and delivering, as of the Closing, any pledge and security documents, including, in each case, the schedules thereto, or other certificates or documents contemplated by the Debt Commitment Letter as may be reasonably requested by Buyer (including a certificate of the chief financial officer of the Acquired Companies with respect to solvency matters and otherwise reasonably facilitating the pledging of collateral); provided that, except as set forth in clauses (i) and (iv), (a) such requested cooperation shall not unreasonably interfere with the ongoing operations of GB Ltd., the other Asset Sellers and the Acquired Companies; (b) GB Ltd., the other Asset Sellers and the Acquired Companies shall not be required to provide any audited “carve-out” financial statements of the AS&O Business; (c) subject to the penultimate sentence of this Section 5.5, GB Ltd., the other Asset Sellers and the Acquired Companies shall not be required to provide any updates to the Financial Information; (d) except as set forth in clause (v), GB Ltd., the other Asset Sellers and the Acquired Companies shall not be required to authorize or execute any definitive documentation or any other agreement, certificate or instrument related to the Debt Financing the effectiveness of which is not contingent on the occurrence of the Closing Date; and (e) GB Ltd., other Asset Sellers and the Acquired Companies shall not be required to adopt any resolutions or take similar action approving the Debt Financing that are not contingent on the occurrence of the Closing Date. Buyer shall, promptly upon request by GB Ltd., reimburse GB Ltd. for all reasonable and documented out-of-pocket costs incurred by GB Ltd. or any of its Subsidiaries to, at the expense of Parent, provide Affiliates in connection with such assistance cooperation. Buyer shall indemnify and cooperation as Parent, Merger Sub hold harmless GB Ltd. and their its Affiliates may reasonably request from and against any Damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information furnished in writing by or on behalf of GB Ltd., the satisfaction, on a timely basis, other Asset Sellers or the Acquired Companies). If at any time prior to the earlier of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent the Closing Date and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants the completion of the Debt Financing any information in any documentation is discovered by GB Ltd., the other Asset Sellers or the Acquired Companies that should be set forth in an amendment or supplement to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports documentation relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Debt Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such so that such Required Information does documentation shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of circumstances under which they are made, not misleading, then GB Ltd. shall promptly notify Buyer, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of the GB Ltd. to Buyer for distribution to the Debt Financing Sources. GB Ltd. hereby consents to the use of its and its Affiliates’ logos in connection with the Debt Financing; provided that such logos are used in a manner that is not intended to harm or disparage the GB Ltd. and its Affiliates and on such other customary terms and conditions as the GB Ltd. may reasonably impose.

Assistance with Financing. (a) In order The Company shall use its commercially reasonable efforts to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shallassist, and shall cause each of its Subsidiaries toto use their commercially reasonable efforts to assist, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Debt Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliatesany Alternative Financing, as the case may be) in any definitive documents relating thereto including, as may be reasonably requested by Parent including by (i) participating in meetings (including lender meetings), presentations, road shows, due diligence and drafting sessions and sessions with rating agencies, in each case, as required to consummate the Debt Financing (or any Alternative Financing, as the case may be); (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing (or any Alternative Financing, as the case may be); (iii) furnishing to Parent and its Representatives, to the extent reasonably available, financing sources financial and other pertinent information with respect to regarding the Company and its Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing (oror any Alternative Financing, as the case may be); (iv) requesting of the appropriate Person, and using commercially reasonable efforts to obtain, at Parent’s expense, such consents, surveys and title insurance as reasonably requested by Parent, in each case, as required to consummate the Debt Financing (or any Alternative Financing, as the case may be); (v) cooperating with prospective lenders involved in the Debt Financing (or any Alternative Financing, as the case may be) to provide access to the Company’s and its Subsidiaries’ respective properties, assets, and cash management and accounting systems (including cooperating in and facilitating the completion of field examinations, collateral audits, asset appraisals, surveys, and engineering/property condition reports); and (vi) otherwise reasonably cooperating in the Parent’s efforts to obtain the Debt Financing (or any Alternative Financing, as the case may be); provided that nothing herein shall require such cooperation to the extent required and that it would reasonably available be expected to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection materially interfere with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness business or operations of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingSubsidiaries.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company The Acquired Companies and their Subsidiaries shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries their respective Representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, as may be reasonably requested by Buyer including by (i) furnishing to Parent participating in meetings, presentations, road shows, due diligence sessions and its Representatives, to sessions with rating agencies; (ii) assisting with the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank bookinformation memoranda, information memorandum, lender presentation or prospectuses and similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), ; (iii) providing reasonable cooperation furnishing Buyer and its financing sources with prospective investors, arrangers historical financial information and lenders similar information regarding the Acquired Companies and their respective advisors Subsidiaries as may be reasonably requested by Buyer, including all historical financial statements and financial data of the type reasonably identified by Buyer as being required by Regulation S-X, Regulation S-K and Regulation D under the Securities Act, to use in performing their due diligence and connection with the Financing or any other financing transaction executed in connection with the transactions contemplated hereby (the “Required Financial Information”); (iv) cooperate with Buyer and its financing sources in providing all required information reasonably available to it relating to any indebtedness of business and financial projections regarding the Company or its Acquired Companies and their Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be reasonably requested by Buyer; (v) using commercially reasonable efforts to obtain customary accountants’ comfort letters, legal opinions, surveys, affidavits, subordination and non-disturbance agreements, memoranda of leases, consents, waivers, title policies and commitments, and pay-off letters as may be reasonably requested by Buyer and its financing sources; provided, however, that the Acquired Companies shall not be required to request any opinion letter with respect to the HOA Agreements; (vi) executing and delivering, as of the Closing Date, such definitive financing documents as may be reasonably requested by Buyer; (vii) taking all corporate actions necessary to authorize the consummation of the Financing and to permit the proceeds thereof to be made available pursuant to the terms of the definitive agreements as to the Financing; (viii) reasonably facilitating the pledge of collateral and the perfection of the security interests therein; and (ix) taking all other actions reasonably requested by Buyer in connection with the Financing; provided, however, that notwithstanding the foregoing, (a) neither the Acquired Companies nor any of their Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or expense in connection with the Financing prior to the Closing Date, (b) neither the Acquired Companies nor any of their Subsidiaries shall be required to issue any private placement memoranda or prospectus (and no such private placement memoranda or prospectus shall reflect the Acquired Companies or any of their Subsidiaries as the issuer) and (c) neither the Acquired Companies nor their Representatives shall be required to take any of the foregoing actions where such actions would violate the attorney-client privilege or work product or similar doctrines of any one or more of Sellers or the Acquired Companies. Buyer and Chanticleer shall jointly and severally indemnify and hold harmless the Acquired Companies from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any one or more of them in connection with arrangement of the Financing that would not otherwise be or have been incurred by any one or more of the Acquired Companies. Without limiting the generality of the immediately preceding sentence, Buyer shall pay each of the Acquired Companies’ fees, charges, title premiums and expenses, and each portion of such Required Information does not contain fees, charges, title premiums and expenses, incurred in connection with the duties of the Acquired Companies under this Section 5.11 by the later of (a) fifteen (15) days after the Acquired Companies, or any untrue of them, delivers a statement to Buyer or (b) the date when any such fees, charges, title premiums and expenses are due and payable under the invoice of material fact the applicable service provider or omit other applicable third party, each with respect to state any material fact necessary of such fees, charges, title premiums and expenses including, without limitation, the auditing fees and expenses of the Acquired Companies in order excess of what the auditing fees and expenses of the Acquired Companies and Affiliates would have been (without regard to make the requirements in connection with the Financing or the transactions under this Agreement) with respect to their financial statements therein not misleadingas at and for the two years ended December 30, 2007 and any incremental costs for re-auditing the 2005 and 2006 financial statements.

Assistance with Financing. (a) In order From the date of this Agreement until the earlier of (x) the termination of this Agreement in accordance with its terms and (y) the Closing, Seller shall use and provide commercially reasonable efforts to assist Parent in any way necessary, proper or advisable in connection cooperate with Parent’s arrangement of the Financing, the Company shall, Buyer as reasonably and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request timely requested by Buyer in connection with the arrangement and consummation of the Financing and the satisfactionFinancing, on a timely basis, of all conditions applicable including to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing assign appropriate members of Company management as requested by Buyer (as part of their employment duties) to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included participate in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings requested meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective investors or lendersrating agencies in connection with the Financing, (ii) requesting its in each case, upon reasonable notice, assisting Buyer in securing the customary cooperation of the independent accountants of Seller and the Company, including by requesting that such independent accountants provide, and using commercially reasonable efforts to provide reasonable assistance cause them to Parent or Merger Sub consistent with their provide, customary practice comfort letters (including to provide consent to Parent or Merger Sub to prepare “negative assurance” comfort) and consents for use of their audit reports relating to the Company and any necessary “comfort letters” in each case reports, on customary terms and consistent with their customary practice in connection with such offering, and providing cooperation with the underwriters’, placement agents’ and initial purchasers’ due diligence, (ii) assist with the provision of information used in Buyer’s preparation of (A) materials for investor presentations including projections for the Company, (B) registration statements (including the S-1 registration statement related to the Financing), prospectuses, offering memoranda and private placement memoranda, (C) bank information memoranda (including a public-side version thereof) and customary lender presentations and marketing materials and (D) similar documents, in each case as necessary and customary in connection with the Financing (including the Required Information), (iii) providing reasonable cooperation with prospective investorsprovide customary authorization and representation letters, arrangers and lenders and their respective advisors in performing their due diligence and each case as reasonably requested by the Financing Sources, (iv) providing provide the lead arrangers or agents for, and prospective lenders, underwriters, placement agents and initial purchasers of, the Financing with all documentation and other information required with respect to Seller in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56, in each case to the extent reasonably requested by the Financing Sources and (v) cooperate with the Financing Sources’ due diligence; provided, however, all non-public or otherwise confidential information reasonably available regarding Seller obtained by Buyer pursuant to it relating this Section 4.05(a) shall be kept confidential in accordance with the Confidentiality Agreement, and Seller shall only be required to furnish such information to any indebtedness prospective lenders or other proposed Financing Sources, underwriters, placement agents, initial purchasers or other third parties that have agreed to keep such information confidential pursuant to customary confidentiality undertakings with respect to such information; and provided further that nothing in this Agreement shall require any cooperation to the extent it would (1) require Seller or its board of directors to waive or amend any terms of this Agreement or agree to pay any commitment, financing or other fees or reimburse any expenses prior to the Closing; (2) require Seller to take any action that (A) would cause any representation or warranty in this Agreement to be breached by Seller, or (B) would conflict with or violate any applicable Laws; (3) unreasonably interfere with the operations of the Company, or (4) require Seller or the Company or its Subsidiaries whose terms require their respective directors, officers or permit it employees to be declared due and payableexecute, deliver or enter into, or provide perform any agreement, document or instrument, including any definitive financing document, with respect to any Financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any Financing is obtained or pledge any collateral with respect to any Financing, that it becomes automatically due is not contingent upon the Closing. Buyer shall, promptly upon written request by Seller, reimburse Seller for its reasonable and payable, prior to its stated maturity as a result documented out-of, -pocket expenses incurred by or on behalf of Seller or the Company in connection withwith the performance of the obligations described in this subsection (a), and except in the Offer case of Fraud by Seller or its Representatives, Buyer shall indemnify, defend and hold harmless Seller and the MergerCompany and their Representatives, to the fullest extent permitted by applicable law, from and against any liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including consultant’s, accountant’s and attorney’s fees) suffered or incurred by them in connection with the arrangement of the Financing or any information used in connection therewith. The Company will use its reasonable best efforts to update obligations in the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement two preceding sentences shall survive termination of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingthis Agreement.